Synopsys Completes Offer for Numerical Technologies

On March 3, 2003, Mountain View, California-headquartered Synopsys, Inc., a leader in integrated circuit design software, acquired Tokyo-headquartered Numerical Technologies, Inc., a provider of subwavelength lithography-enabling technology, through a merger with and into a wholly owned subsidiary of Synopsys. Both were public companies. Synopsys had previously acquired approximately 90.71 per cent of the outstanding common stock of Numerical for approximately US$217.5 million through a tender offer, which was completed in late February.

Synopsys was represented in Canada, by Stikeman Elliott LLP with a team that included William Braithwaite and Dee Rajpal (corporate/securities) and Lianne Miller (tax), and in the U.S., by Cleary, Gottlieb, Steen & Hamilton with a team that included Victor Lewkow, Doron Lipshitz, Sarah Koss, David Suh and Adam Itzkowitz (corporate/securities), Arthur Kohn (benefits), Sheldon Alster (tax), and Chris Austin and Erik Gerding, assisted by Sunita Koshy, Cameron Half, Adam Schneider, Arina Shulga, Samak Azar, Ramona Gittens, Susan Nathan, Buxian Xia, Shan Chang, and assisted by Brain Crist and Chaim Saiman (due diligence); David Saltzman (tax); Anna Xanthos and Michelle Snow (employee benefits); Van Nguyen (intellectual property) and Rick Bidstrup (environmental).

Numerical Technologies was represented in Canada, by Aird & Berlis LLP with a team that included Jay Lefton (corporate/securities) and Barbara Worndl (tax), and in the U.S., by Wilson Sonsini Goodrich & Rosati with a team that included John Roos, Jack Sheridan, Jason Sebring and Michael Reagan (corporate/securities), Roger Stern (benefits) and Ivan Humphreys (tax) in Palo Alto, California.